Common use of Conditions Precedent to the Effective Date Clause in Contracts

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B of this Plan: a. the Disclosure Statement Order and Confirmation Order shall have been entered by the Bankruptcy Court, each of which shall be in form and substance reasonably satisfactory to the Required Parties, and such orders shall have become Final Orders that have not been stayed, modified, or vacated on appeal; b. the Debtors shall not be in default under the DIP Facility or the Final DIP Order (or, to the extent that the Debtors are in default on the proposed Effective Date, such default shall have been waived by the DIP Lenders or cured by the Debtors in a manner consistent with the DIP Facility and the DIP Orders); c. the Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made thereto, shall have been Filed in a manner consistent in all respects with the Restructuring Support Agreement and otherwise reasonably acceptable to the Required Parties and any modifications made after the Confirmation Date but prior to the Effective Date shall have been made in accordance with Article X.A of this Plan; d. all conditions precedent to the issuance of the New Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred and the New Interests shall have been issued; e. the Exit Financing Documents shall have been executed and delivered by all of the Entities that are parties thereto, all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Financing shall have been waived or satisfied in accordance with the terms thereof, and the closing of the Exit Financing shall have occurred, in each case, prior to or substantially contemporaneous with the Effective Date; f. the New Organizational Documents shall have been duly filed with the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consents, including the Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such transactions; h. the Restructuring Support Agreement shall not have validly terminated as to all parties thereto and shall be in full force and effect and shall not be the subject of a pending motion to reject, and the Debtors shall be in compliance therewith; i. with respect to all documents and agreements necessary to implement the Plan: (1) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements; (2) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements shall have been effected or executed; j. there shall be no ruling, judgment or order issued by any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; l. the Professional Fee Escrow Account shall have been established and funded with the Professional Fee Amount; and m. the Debtors shall have otherwise substantially consummated the applicable Restructuring Transactions, and all transactions contemplated herein, in a manner consistent in all respects with the Restructuring Support Agreement and Plan.

Conditions Precedent to the Effective Date. It shall be a condition to Unless otherwise specified herein, the occurrence of the Effective Date that of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers shall have been satisfied or waived pursuant to Article IX.B of this Plan:in accordance with the terms thereof; a. (d) The Rehabilitator, AAC, and AFG will have received from the Disclosure Statement Order and Confirmation Order shall have been entered by the Bankruptcy CourtInternal Revenue Service a ruling, each of which shall be in form and substance reasonably satisfactory to the Required PartiesRehabilitator, AAC, and such orders shall AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have become Final Orders received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that have not been stayed, modified, or vacated on appeal; b. are relevant to the Debtors shall not be in default under the DIP Facility or the Final DIP Order (orcontinued affiliation of AAC with AFG for federal income tax purposes, to the extent that the Debtors are in default on the proposed Effective Date, such default shall have been waived by the DIP Lenders or cured by the Debtors in a manner consistent with the DIP Facility and the DIP Orders); c. the Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements theretocontinued availability of AAC’s net operating losses, and inclusive of any amendmentsto REMIC Matters. Any such opinion shall be, modificationsin form and substance, or supplements made thereto, shall have been Filed in a manner consistent in all respects with the Restructuring Support Agreement and otherwise reasonably acceptable satisfactory to the Required Parties Rehabilitator and any modifications made after the Confirmation Date but prior reasonably satisfactory to the Effective Date shall have been made in accordance with Article X.A of this Plan; d. all conditions precedent to the issuance of the New Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred and the New Interests shall have been issued; e. the Exit Financing Documents shall have been executed and delivered by all of the Entities that are parties thereto, all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Financing shall have been waived or satisfied in accordance with the terms thereof, and the closing of the Exit Financing shall have occurred, in each case, prior to or substantially contemporaneous with the Effective Date; f. the New Organizational Documents shall have been duly filed with the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consents, including the Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such transactions; h. the Restructuring Support Agreement shall not have validly terminated as to all parties thereto and shall be in full force and effect and shall not be the subject of a pending motion to reject, and the Debtors shall be in compliance therewith; i. with respect to all documents and agreements necessary to implement the Plan: (1) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements; (2) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements shall have been effected or executed; j. there shall be no ruling, judgment or order issued by any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; l. the Professional Fee Escrow Account shall have been established and funded with the Professional Fee Amount; and m. the Debtors shall have otherwise substantially consummated the applicable Restructuring Transactions, and all transactions contemplated herein, in a manner consistent in all respects with the Restructuring Support Agreement and PlanAAC.

Conditions Precedent to the Effective Date. It a. The "Effective Date" means and shall be a condition to the Effective Date date as of which the Court enters an orders (i) approving this Agreement, authorizing assumption of the TPAs, as amended, and authorizing that the following conditions shall have been satisfied Pepco Claim be allowed, all as more particularly described in Section 3, and such order does not materially modify or waived pursuant to Article IX.B of amend the transactions contemplated by this Plan: a. Agreement and the Disclosure Statement Order Amendments (the "Approval Order"), and Confirmation Order shall have been entered by (ii) authorizing and approving the Bankruptcy CourtMake Whole Claim mechanism as more particularly described in Section 5(b), each of which orders shall be in form and substance reasonably satisfactory to Pepco and the Required Mirant Parties, and such orders shall have become Final Orders that have not been stayed, modified, or vacated on appeal; b. . Upon the Debtors shall not be in default under occurrence of the DIP Facility or the Final DIP Order (or, to the extent that the Debtors are in default on the proposed Effective Date, such default the Escrow Agent shall have been waived by distribute the DIP Lenders or cured by the Debtors Amendments as described in a manner consistent with the DIP Facility and the DIP Orders); c. the Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made thereto, shall have been Filed in a manner consistent in all respects with the Restructuring Support Agreement and otherwise reasonably acceptable to the Required Parties and any modifications made after the Confirmation Date but prior to the Effective Date shall have been made in accordance with Article X.A of this Plan; d. all conditions precedent to the issuance of the New Interests, other than any conditions related Section 1. Prior to the occurrence of the Effective Date, this Agreement may be terminated as provided in Section 9. b. In the event the Court's Approval Order is reversed or materially modified on appeal by a final, binding, then Pepco shall have occurred and an agreed allowed claim (the New Interests "Make Whole Claim") against the Mirant Parties. The Make Whole Claim - · shall have been issued; e. administrative priority status pursuant to 11 U.S.C.§§ 503(b) and 507(a)(1); · shall be allowed in an amount equal to (x) the Exit Financing Documents shall total amount Pepco has paid under the Amendments, less (y) the amount Pepco would have paid under the TPAs if the Amendments had not been executed and delivered by all of the Entities that are parties thereto, all conditions precedent (other than any conditions related to Mirant Parties had performed the occurrence of the Effective Date) to the consummation of the Exit Financing shall have been waived or satisfied TPAs in accordance with their terms; · may be contested by the terms thereof, and Mirant Parties only as to the closing accuracy of the Exit Financing shall have occurredcalculation, in each casebut not as to its existence or allowability; · does not include, prior to but does not preclude, an assertion by Pepco of any other claim arising on account of such reversal or substantially contemporaneous with the Effective Date; f. the New Organizational Documents shall have been duly filed with the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consentsmodification, including without limitation claims arising under the Bankruptcy Court approvalGuarantee Agreements, necessary in connection with as to which the Restructuring Transactions Mirant Parties may assert any defenses or objections; · shall have been obtained, not be subject to unfulfilled conditionsobjection, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, preventoffset, or otherwise impose materially adverse conditions on such transactions; h. reduction for any reason, provided however that the Restructuring Support Agreement shall not have validly terminated as to all parties thereto and shall be in full force and effect and shall not be the subject Mirant Parties (or either of a pending motion to reject, and the Debtors shall be in compliance therewith; i. with respect to all documents and agreements necessary to implement the Plan: (1) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Datethem) shall have been satisfied the right to offset the Make Whole Claim against any amounts the Mirant Parties (or waived pursuant either of them) are permitted to the terms of such documents or agreements; (2recover under Section 5(c) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements shall have been effected or executed; j. there shall be no ruling, judgment or order issued by any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; l. the Professional Fee Escrow Account shall have been established and funded with the Professional Fee Amount; and m. the Debtors shall have otherwise substantially consummated the applicable Restructuring Transactions, and all transactions contemplated herein, in a manner consistent in all respects with the Restructuring Support Agreement and Planbelow.

Conditions Precedent to the Effective Date. It shall be a condition to Consummation of the Effective Date Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.B X.B of this the Plan: a. 1. the Bankruptcy Court shall have approved the Disclosure Statement, in form and substance acceptable to the Debtors, the Committee, the Supporting Noteholders, the Purchaser, and (solely with respect to any terms thereof that affect the rights of the PoJo Parties) the PoJo Parties, as containing adequate information and entered the Disclosure Statement Order and Confirmation Order shall have been entered by the Bankruptcy Court, each of which shall be in form and substance reasonably satisfactory acceptable to the Required Debtors, the Purchaser Parties, the Committee, and such orders the Supporting Noteholders, and (solely with respect to any terms thereof that affect the rights of the PoJo Parties) the PoJo Parties; 2. the Confirmation Order, in form and substance acceptable to the Debtors, the Committee, the Supporting Noteholders, the Purchaser, EIX (solely with respect to terms inconsistent with, or implementing, the EIX Settlement Agreement), and (solely with respect to any terms thereof that affect the rights of the PoJo Parties) the PoJo Parties shall have become Final Orders that have not been stayed, modified, or vacated on appeal; b. the Debtors duly entered and shall not be subject to a stay; 3. all closing conditions and other conditions precedent in default under the DIP Facility or the Final DIP Order (or, to the extent that the Debtors are in default on the proposed Effective Date, such default Purchase Agreement shall have been satisfied or waived by the DIP Lenders or cured by the Debtors in a manner consistent accordance with the DIP Facility and the DIP Orders)terms thereof; c. 4. the Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made thereto, EIX Settlement Conditions shall have been Filed satisfied or waived in a manner consistent in all respects accordance with the Restructuring Support Agreement and otherwise reasonably acceptable to terms thereof; 5. each of the Required Parties and any modifications made after the Confirmation Date but prior to the Effective Date transactions described in Article V.G shall have been made in accordance with Article X.A of this Planimplemented; d. all conditions precedent to the issuance of the New Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred and 6. the New Interests shall have been issued; e. the Exit Financing Documents shall have been executed issued and delivered by all of the Entities that are parties theretodelivered, as applicable, and all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Financing transactions contemplated therein shall have been waived or satisfied in accordance with the terms thereof, thereof and the closing of the Exit Financing transactions contemplated by such agreements shall have occurred; 7. the New Governance Documents, in each caseform and substance acceptable to the Debtors, prior the Committee, and the Supporting Noteholders, shall be deemed to or substantially contemporaneous be valid, binding, and enforceable in accordance with the Effective Datetheir terms; f. 8. the New Organizational Documents Supporting Noteholder Fees, and subject to Article IV.X of the Plan, the EME Senior Notes Indenture Trustee Fees, shall have been duly paid in full in Cash; 9. the Professional Fee Escrow shall have been established and funded in Cash in accordance with Article II.C.1 of the Plan; 10. the Compensation and Benefits Programs Escrow shall have been established and funded in Cash in accordance with Article IV.H of the Plan; 11. the Disputed Claims Reserve shall have been established and funded; 12. the Wind Down Budget shall have been agreed upon by the Debtors, the Committee, and the Supporting Noteholders, and funds sufficient to satisfy the Wind Down Budget shall have been appropriately reserved; 13. the Plan Supplement, including any amendments, modifications, or supplements to the documents, schedules, or exhibits included therein shall be in form and substance reasonably acceptable to the Debtors, the Purchaser, the Committee, the Supporting Noteholders, (solely with respect to terms inconsistent with, or implementing, the EIX Settlement Agreement) EIX, and (solely with respect to any terms thereof that affect the rights of the PoJo Parties) the PoJo Parties and shall have been filed with the applicable authorities in Bankruptcy Court pursuant to the relevant jurisdictionsterms of the Plan; g. 14. all governmental and material third third-party approvals and consents, including the Bankruptcy Court approvaland any required FERC authorization, necessary in connection with the Restructuring Transactions transactions contemplated by the Plan shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effecteffect (which, in the case of an order of judgment of any Court, shall mean a Final Order), and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, prevent or otherwise impose materially adverse conditions on such transactions;; and h. the Restructuring Support Agreement shall not have validly terminated as to all parties thereto and shall be in full force and effect and shall not be the subject of a pending motion to reject, and the Debtors shall be in compliance therewith; i. with respect to 15. all documents and agreements necessary to implement the Plan: Plan shall have (1a) been tendered for delivery, and (b) been effected or executed by all Entities party thereto, or will be deemed executed and delivered by virtue of the effectiveness of the Plan as expressly set forth herein, and all conditions precedent to the effectiveness of such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements; (2) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements shall have been effected or executed; j. there shall be no ruling, judgment or order issued by any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; l. the Professional Fee Escrow Account shall have been established and funded with the Professional Fee Amount; and m. the Debtors shall have otherwise substantially consummated the applicable Restructuring Transactions, and all transactions contemplated herein, in a manner consistent in all respects with the Restructuring Support Agreement and Plan.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B of this the Plan: a. 1. The Bankruptcy Court shall have entered the Disclosure Statement Order and Confirmation Order shall have been entered by in form and substance consistent in all respects with the Bankruptcy Court, each of which shall Restructuring Support Agreement and otherwise be in form and substance reasonably satisfactory acceptable to the Company Parties and the Required PartiesConsenting Stakeholders, and such orders the Confirmation Order shall have be a Final Order; provided, that notwithstanding anything to the contrary herein, the determination to not consummate the Plan after the expiration of the applicable period to file an appeal solely on the basis that the Confirmation Order has not become a Final Orders Order after the applicable appeals period has elapsed due to a pending appeal shall require the unanimous written consent of all Consenting Stakeholders represented by Akin Gump; and provided, further, that have in the event that the Effective Date of the Plan does not been stayedoccur solely as a result of the Confirmation Order not being a Final Order after the applicable period has elapsed due to a pending appeal, modified, or vacated on appeal; b. the Debtors Backstop Commitment Parties shall not be in default under entitled to receive the DIP Facility or Put Option Equity Premium until and unless the Final DIP Order (orPlan, to including the extent that Rights Offering, is consummated, and the Debtors are in default on the proposed Effective Date, such default shall have been waived Put Option Cash Premium received by the DIP Lenders or cured by Backstop Commitment Parties in connection with execution of the Backstop Commitment Agreement shall be returned to the Debtors in a manner consistent with the DIP Facility and the DIP Orders)accordance therewith; c. 2. The Plan, the Definitive Documents, and all documents contained in any Plan and the Plan Supplementsupplement, including any exhibits, schedules, amendments, modifications, modifications or supplements thereto, and inclusive of any amendments, modifications, or supplements made thereto, shall have been Filed executed and/or filed, in a manner form and substance consistent in all respects with the Restructuring Support Agreement and otherwise reasonably acceptable to the Required Company Parties and any modifications made after the Confirmation Date but prior to the Effective Date Required Consenting Stakeholders and shall not have been made modified in accordance a manner inconsistent with Article X.A of this Planthe Restructuring Support Agreement; d. all conditions precedent to the issuance of the New Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred and the New Interests shall have been issued; e. the 3. The Exit Financing Facility Documents shall have been duly executed and delivered by all of the Entities that are parties thereto, thereto and all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation effectiveness of the Exit Financing Facility shall have been satisfied or duly waived or satisfied in accordance with the terms thereof, writing; 4. The Backstop Commitment Agreement and the closing of the Exit Financing Restructuring Support Agreement shall have occurred, in each case, prior to or substantially contemporaneous with the Effective Date; f. the New Organizational Documents shall have been duly filed with the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consents, including the Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be remain in full force and effect, and all applicable waiting periods conditions shall have expired without any action being taken or threatened by any competent authority been satisfied thereunder, and there shall be no breach that would restrain, prevent, give rise to a right to terminate the Backstop Commitment Agreement or otherwise impose materially adverse conditions on such transactions; h. the Restructuring Support Agreement shall for which notice has been given in accordance with the terms thereof (including by the requisite parties thereunder), or such notice could have been given to the extent such notice is not have validly terminated as permitted due to all parties thereto and shall be in full force and effect and shall not be the subject commencement of a pending motion to reject, the Chapter 11 cases and the related automatic stay; 5. No court of competent jurisdiction or other competent governmental or regulatory authority shall have issued a final and non-appealable order making illegal or otherwise restricting, preventing or prohibiting, in a material respect, the consummation of the Plan, the Restructuring, the Restructuring Support Agreement or any of the Definitive Documents contemplated thereby; 6. The Debtors shall be in compliance therewith; i. with respect to have obtained all material authorizations, consents, regulatory approvals, rulings, or documents and agreements that are necessary to implement and effectuate the Plan: (1) Restructuring Transactions; 7. The Debtors shall have paid all conditions precedent to such documents Consenting Stakeholder Fees and agreements (other than any conditions precedent related to the occurrence of the Effective Date) Expenses; 8. All Allowed Professional Fee Claims shall have been satisfied paid in full or waived pursuant amounts sufficient to pay such Allowed Professional Fee Claims after the terms of such documents or agreements; (2) such documents and agreements Effective Date shall have been tendered for delivery to placed in the required parties and been approved Professional Fee Escrow Account pending approval of the Professional Fee Claims by any required parties andthe Bankruptcy Court; 9. Immediately after the consummation of the Restructuring, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements Company shall have been effected or executed; j. there shall be no rulingat least $25 million unrestricted cash, judgment or order issued by net of all fees, expenses, and any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting other payments contemplated in connection with the consummation of the Restructuring Transactions, unless such ruling, judgment or order has been stayed, reversed or vacated within three (3) Business Days after such issuancewithout taking into account the proceeds of the Rights Offering; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; l. the Professional Fee Escrow Account shall have been established and funded with the Professional Fee Amount; and m. the 10. The Debtors shall have otherwise substantially consummated implemented the applicable Restructuring Transactions, and all transactions contemplated herein, Transactions in a manner consistent in all material respects with the Restructuring Support Agreement and Plan(subject to the consent rights of the Parties set forth therein); and 11. All Allowed DIP Claims shall have been paid in full in accordance with the terms hereof.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.B of this PlanIX.C: a. 1. the Disclosure Statement Order and Confirmation Order shall shall, among other things, (a) have been duly entered and be a Final Order confirming the Plan for each of the Debtors, and (b) include a finding by the Bankruptcy Court, each of which shall be in form and substance reasonably satisfactory to the Required Parties, and such orders shall have become Final Orders Court that have not been stayed, modified, or vacated on appeal; b. the Debtors shall not be in default under the DIP Facility or the Final DIP Order (or, to the extent that the Debtors are in default on the proposed Effective Date, such default shall have been waived by the DIP Lenders or cured by the Debtors in a manner consistent with the DIP Facility and the DIP Orders); c. the Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made thereto, shall have been Filed in a manner consistent in all respects with the Restructuring Support Agreement and otherwise reasonably acceptable to the Required Parties and any modifications made after the Confirmation Date but prior to the Effective Date shall have been made in accordance with Article X.A of this Plan; d. all conditions precedent to the issuance of the Step-Up Senior Notes, the Equity Tender Offer, the New InterestsCapital Contribution, other than the Equity Subscription Rights, and any conditions related transactions will be authorized and exempt from registration under applicable securities law pursuant to section 1145 of the occurrence of Bankruptcy Code; 2. the Equity Tender Offer shall have been consummated; 3. simultaneously with the Effective Date, shall have occurred and the New Interests Capital Contribution shall have been issuedconsummated in an amount not less than required under the Recapitalization Agreement; e. 4. each of the Exit Financing Collateral Documents shall have been executed and delivered the security interests created thereby shall be valid; 5. no Governmental Authority shall have issued any ruling or order enjoining the Consummation in a way that cannot be reasonably remedied by all of the Entities Debtors or the Reorganized Debtors in a manner that are parties thereto, all conditions precedent is (other than any conditions related a) reasonably satisfactory to the occurrence of the Effective DateRequisite Consenting Senior Noteholders and (b) satisfactory to the consummation of the Exit Financing shall have been waived or satisfied in accordance with the terms thereof, and the closing of the Exit Financing shall have occurred, in each case, prior to or substantially contemporaneous with the Effective DatePurchasers; f. 6. all necessary consents, approvals and actions of, filings with and notices to any governmental or regulatory authority necessary to permit the New Organizational Documents Debtors to consummate the Plan shall have been duly filed with the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consents, including the Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, made or given and shall be in full force and effect, and all applicable terminations or expirations of waiting periods imposed by any governmental or regulatory authority necessary for the consummation of the Plan shall have expired without occurred; 7. any action being taken or threatened by any competent authority that would restrainamendments, preventmodifications, or otherwise impose materially adverse conditions on such transactionssupplements to the Plan (including the Plan Supplement), including pursuant to Article XII.K, if any, shall be (a) in form and substance reasonably acceptable to the Requisite Consenting Senior Noteholders and (b) in form and substance acceptable to the Purchasers; h. 8. the Restructuring Support Step-Up Senior Notes Indenture shall be consistent with the Description of Step-Up Senior Notes in all respects and shall otherwise be in form and substance reasonably acceptable to the Requisite Consenting Senior Noteholders and the Purchasers; 9. the Collateral Documents shall be in form and substance reasonably acceptable to the Requisite Consenting Senior Noteholders and the Purchasers; provided, however, that the mortgages on the assets and properties owned by the Debtors shall be consistent in all material respects with the mortgages related to the Indenture; 10. all actions, documents, certificates, and agreements necessary to implement this Plan shall have been effected or executed and delivered to the required Entities and, to the extent required, Filed with the applicable Governmental Authorities in accordance with applicable laws; and 11. the Recapitalization Agreement shall not have validly terminated as to all parties thereto and shall be in full force and effect and shall not be the subject of a pending motion to reject, and the Debtors shall be in compliance therewith; i. with respect to all documents and agreements necessary to implement the Plan: (1) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements; (2) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements shall have been effected or executed; j. there shall be no ruling, judgment or order issued by any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; l. the Professional Fee Escrow Account shall have been established and funded with the Professional Fee Amount; and m. the Debtors shall have otherwise substantially consummated the applicable Restructuring Transactions, and all transactions contemplated herein, in a manner consistent in all respects with the Restructuring Support Agreement and Planterminated.

Conditions Precedent to the Effective Date. It shall be a condition The following are conditions precedent to the Effective Date that of the following conditions Plan: (a) the Plan Supplement, in form and substance acceptable to the Debtors and the Requisite Consenting Creditors (subject to the parties’ rights and obligations under the RSA), and, with regard to certain of the documents in the Plan Supplement, in form and substance acceptable or reasonably acceptable, as applicable, to the Equity Committee (subject to the parties’ rights and obligations under the RSA), shall have been satisfied or waived pursuant to Article IX.B of this Plan:Filed; a. (b) the Disclosure Statement Order and Confirmation Order Bankruptcy Court shall have been entered by the Bankruptcy CourtConfirmation Order, each of which shall be in form and substance reasonably satisfactory acceptable to the Required PartiesDebtors, the Requisite Consenting Creditors, and such orders shall have become Final Orders that have not been stayed, modified, or vacated on appeal; b. the Debtors shall not be in default Equity Committee (subject to the parties’ rights and obligations under the DIP Facility or the Final DIP Order (orRSA) and, solely to the extent that it materially affects the Debtors are in default on the proposed Effective DateSettling Miner Equipment Lenders’ rights or claims, such default shall have been waived by the DIP Lenders or cured by the Debtors in a manner consistent with the DIP Facility and the DIP Orders); c. the Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made thereto, shall have been Filed in a manner consistent in all respects with the Restructuring Support Agreement and otherwise reasonably acceptable to the Required Parties Settling Miner Equipment Lenders, and any modifications made after such Confirmation Order shall not have been reversed, stayed, amended, modified, dismissed, vacated or reconsidered; (c) the Confirmation Date but prior Bankruptcy Court shall have entered the Backstop Order, in form and substance acceptable to the Effective Date shall have been made in accordance with Article X.A of this Plan; d. all conditions precedent to Debtors, the issuance of Backstop Parties, the New Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred and the New Interests shall have been issued; e. the Exit Financing Documents shall have been executed and delivered by all of the Entities that are parties thereto, all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Financing shall have been waived or satisfied in accordance with the terms thereofRequisite Consenting Creditors, and the closing of the Exit Financing shall have occurred, in each case, prior to or substantially contemporaneous with the Effective Date; f. the New Organizational Documents shall have been duly filed with the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consents, including the Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall have been obtained, not be Equity Committee (subject to unfulfilled conditionsthe parties’ rights and obligations under the RSA), and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such transactions; h. the Restructuring Support Agreement order shall not have validly terminated as to all parties thereto been reversed, stayed, amended, modified, dismissed, vacated, or reconsidered; (d) the Backstop Commitment Letter shall provide for backstopped commitments of no less than $30,000,000 and shall be remain in full force and effect and shall not be the subject of a pending motion to rejecthave been terminated, and the Debtors parties thereto shall be in compliance therewith; i. with respect to all documents and agreements necessary to implement the Plan: (1) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements; (2) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements shall have been effected or executed; j. there shall be no ruling, judgment or order issued by any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; l. the Professional Fee Escrow Account shall have been established and funded with the Professional Fee Amount; and m. the Debtors shall have otherwise substantially consummated the applicable Restructuring Transactions, and all transactions contemplated herein, in a manner consistent in all respects with the Restructuring Support Agreement and Plan.

Conditions Precedent to the Effective Date. It shall be a condition The following are conditions precedent to the Effective Date that of the following Plan: (a) The Confirmation Order shall be in full force and effect, and no stay thereof shall be in effect; (b) The Backstop Commitment Agreement shall be in full force and effect and binding on the parties thereto and any conditions precedent to the respective obligations of the parties thereto shall have been satisfied or waived in accordance with the terms thereof, and New Permian Corp. shall have received proceeds of at least $775 million pursuant to Article IX.B of this Plan:the Rights Offering and the Minimum Allocation Rights; a. the Disclosure Statement Order and Confirmation Order (c) The Put Option Premium shall have been entered paid to the parties entitled thereto; (d) The Restructuring Support Agreement shall not have been terminated by the Bankruptcy Court, each of which shall be in form and substance reasonably satisfactory to the Required Parties, and such orders parties thereto; (e) The Debtors shall have become Final Orders that have not been stayedimplemented the Restructuring Transactions and all transactions contemplated by this Plan and the Restructuring Support Agreement, modified, or vacated on appeal; b. the Debtors shall not be in default under the DIP Facility or the Final DIP Order (or, to the extent that the Debtors are in default on the proposed Effective Date, such default shall have been waived by the DIP Lenders or cured by the Debtors in a manner consistent with the DIP Facility and the DIP Orders); c. the Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made thereto, shall have been Filed in a manner materially consistent in all respects with the Restructuring Support Agreement and otherwise reasonably acceptable to the Required Parties Plan and any modifications made after in accordance with Section 6.9 hereto; (f) The Plan Supplement, including the Confirmation Date but prior to the Effective Date Plan Documents, shall have been made filed in accordance with Article X.A of this Planform and substance as provided in the Restructuring Support Agreement; d. all (g) The conditions precedent to the issuance effectiveness of the New Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred and the New Interests Exit Facility Credit Agreement shall have been issued; e. the Exit Financing Documents shall have been executed and delivered by all of the Entities that are parties thereto, all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Financing shall have been satisfied or waived or satisfied in accordance with the terms thereof, and the closing of the Exit Financing shall have occurred, in each case, prior to or substantially contemporaneous with the Effective Date; f. the New Organizational Documents shall have been duly filed with the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consents, including the Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such transactions; h. the Restructuring Support Agreement shall not have validly terminated as to all parties thereto and agreement shall be in full force and effect and binding on all parties thereto; (h) The Debtors shall have received any authorizations, consents, regulatory approvals, rulings, letters, no-action letters, opinions, or documents that are necessary to implement the Plan (including, but not be limited to, to implement or effectuate any of the subject of a pending motion to rejectRestructuring Transactions) and are required by law, and the Debtors regulation, or order; (i) The LegacyCo Organizational Documents shall be in compliance therewithfull force and effect; i. with respect to all (j) Each of the New Permian Corp. Certificate of Incorporation and New Permian Corp. Bylaws shall be in full force and effect; (k) The AUNC Trust shall have been created and the trust agreement for the AUNC Trust and any related documents necessary for the administration of the AUNC Trust shall have been executed and be in full force and effect; (l) Any other documents, instruments, and agreements necessary to implement effectuate the Plan: (1) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements; (2) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements Plan shall have been effected or executed;; and j. there (m) The Plan shall be no rulingnot have been materially amended, judgment altered or order issued modified from the Plan as confirmed by any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring TransactionsConfirmation Order, unless such rulingmaterial amendment, judgment alteration or order modification has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors as made in accordance with Section 12.6 of the Effective Date that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; l. the Professional Fee Escrow Account shall have been established and funded with the Professional Fee Amount; and m. the Debtors shall have otherwise substantially consummated the applicable Restructuring Transactions, and all transactions contemplated herein, in a manner consistent in all respects with the Restructuring Support Agreement and Plan.

Conditions Precedent to the Effective Date. It The obligations of the Tranche 1 Lenders to make Loans and of the Issuing Banks to issue Letters of Credit shall be a condition to not become effective until the date (the “Effective Date that Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 11.5): (a) On the Effective Date, (i) Platinum Holdings, each Subsidiary Credit Party, the Administrative Agent and each Lender shall have signed a counterpart of this Agreement and shall have delivered (or transmitted by telecopy) the same to the Administrative Agent at its Payment Office; and (ii) there shall have been satisfied delivered to the Administrative Agent for the account of each Lender that has requested the same the appropriate Note or waived pursuant to Article IX.B of this Plan:Notes, executed by each Borrower, in each case, in the amount, maturity and as otherwise provided herein; a. (b) On the Disclosure Statement Order and Confirmation Order Effective Date, the Administrative Agent shall have been entered by the Bankruptcy Courtreceived (i) an opinion, each of which shall be in form and substance reasonably satisfactory to the Required PartiesAdministrative Agent, and such orders shall have become Final Orders that have not been stayed, modified, or vacated on appeal; b. the Debtors shall not be in default under the DIP Facility or the Final DIP Order (or, addressed to the extent that Administrative Agent and each of the Debtors are in default on Lenders and dated the proposed Effective Date, from D▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit G-1, (ii) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Effective Date, from C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, special Bermuda counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit G-2 and (iii) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Effective Date, from S▇▇▇▇▇▇▇▇ and May, special England and Wales counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit G-3 and (iv) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Effective Date, from Funk & B▇▇▇▇▇, special Maryland counsel to Platinum US, which opinion shall cover the matters contained in Exhibit G-4; (c) On the Effective Date, the Administrative Agent shall have received a certificate, signed by a Responsible Officer of each Credit Party, in form and substance satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of such default Credit Party contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Effective Date (except representations and warranties which relate solely to a specific earlier date, which shall have been waived true and correct in all material respects as of such earlier date), (ii) there are no material insurance regulatory proceedings pending or threatened in writing against Platinum Holdings or any Insurance Subsidiary in any jurisdiction; (iii) with respect to Platinum Holdings only, no Default or Event of Default exists as of the Effective Date; and (iv) with respect to Platinum Holdings only, there has not occurred since December 31, 2004 any event or circumstance that has resulted or in the judgment of such officer would reasonably be expected to result in a Material Adverse Effect except as set forth on Schedule 5.10; (d) On the Effective Date, the Administrative Agent shall have received a certificate of the secretary or an assistant secretary of each Credit Party, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date by the DIP Lenders Secretary of State (or cured comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws or similar governing document of such Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the Debtors board of directors (or similar governing body) of such Credit Party authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Agreement or any of the other Credit Documents, and attaching all such copies of the documents described above; (e) On or prior to the Effective Date, the Administrative Agent shall have received counterparts of the Security Agreement executed by each Account Party, together with: (i) all documents and instruments, including Uniform Commercial Code financing statements where applicable, required by law in each jurisdiction reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; (ii) results of a manner consistent recent search of the Uniform Commercial Code (or equivalent) filings made with respect to each Account Party in the jurisdictions contemplated in clause (i) above (including, without limitation, Washington D.C. and Bermuda) and in such other jurisdictions in which Collateral is located on the Effective Date which may be reasonably requested by the Administrative Agent, and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by the Credit Documents or have been released; and (iii) for each Custodial Account, an Account Control Agreement with the DIP Facility and applicable Custodian in the DIP Ordersform specified in the Security Agreement (appropriately completed); c. the Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made thereto, shall have been Filed in a manner consistent in all respects with the Restructuring Support Agreement and otherwise such changes thereto as may be reasonably acceptable to the Required Parties Administrative Agent and any modifications made after the Confirmation Date but prior to the Effective Date each such Account Control Agreement shall have been made in accordance with Article X.A of this Plan; d. all conditions precedent to the issuance of the New Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred and the New Interests shall have been issued; e. the Exit Financing Documents shall have been executed and delivered by all of the Entities that are parties thereto, all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Financing shall have been waived or satisfied in accordance with the terms thereof, and the closing of the Exit Financing shall have occurred, in each case, prior to or substantially contemporaneous with the Effective Date; f. the New Organizational Documents shall have been duly filed with the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consents, including the Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect; (f) All approvals, permits and consents of any Governmental Authorities (including, without limitation, all relevant Insurance Regulatory Authorities) or other Persons required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained (without the imposition of conditions that are not reasonably acceptable to the Administrative Agent), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have requested and such documents and papers where appropriate to be certified by proper corporate or governmental authorities; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any competent authority that would restrainGovernmental Authority having jurisdiction; and no action, preventproceeding, investigation, regulation or otherwise impose materially adverse conditions on such transactions; h. the Restructuring Support Agreement shall not have validly terminated as to all parties thereto and shall be in full force and effect and shall not be the subject of a pending motion to reject, and the Debtors shall be in compliance therewith; i. with respect to all documents and agreements necessary to implement the Plan: (1) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) legislation shall have been satisfied instituted, threatened or waived pursuant to the terms of such documents proposed before, and no order, injunction or agreements; (2) such documents and agreements decree shall have been tendered for delivery entered by, any court or other Governmental Authority, in each case to the required parties and been approved by any required parties andenjoin, restrain or prohibit, to the extent required, filed with and approved by any applicable Governmental Units obtain substantial damages in accordance with applicable laws; and (3) such documents and agreements shall have been effected or executed; j. there shall be no ruling, judgment or order issued by any Governmental Unit making illegal, enjoiningrespect of, or that is otherwise preventing related to or prohibiting arises out of, this Agreement, any of the other Credit Documents or the consummation of the Restructuring Transactions, unless such ruling, judgment transactions contemplated hereby or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has hadthereby, or that would reasonably be expected to have, have a Material Adverse Effect Effect; (g) Since December 31, 2004, both immediately before and after giving effect to the making of the initial Credit Extensions (if any), there shall not have occurred any event having a Material Adverse Effect, or any event, condition or state of facts that would reasonably be expected to result in a Material Adverse Effect, except in each case as set forth on Schedule 5.10; (h) On the Effective Date, there shall exist no Default or Event of Default, and all representations and warranties made by each Credit Party contained herein or in any other Credit Document shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (i) Platinum Holdings shall have paid (i) to the Arranger and Wachovia, the fees specified in the Fee Letter to be paid to them on the businessEffective Date, financial condition or results of operations (ii) to the Administrative Agent, the initial payment of the Reorganized Debtorsannual administrative fee described in the Fee Letter, taken as a wholeand (iii) all other fees and reasonable expenses of the Arranger, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Effective Date (including, without limitation, legal fees and expenses) in connection with this Agreement and the transactions contemplated hereby; l. the Professional Fee Escrow Account (j) Platinum Holdings shall have been established and funded with delivered a Compliance Certificate calculated on a pro forma basis as of June 30, 2005 after giving effect to the Professional Fee Amountmaking of the initial Credit Extensions (if any); (k) The Administrative Agent shall have received satisfactory confirmation from A.M. Best Company that the current financial strength rating of each Insurance Subsidiary that has such a rating is “A-” or better; (l) The Administrative Agent shall have received an Account Designation Letter from an Authorized Officer of each Borrower; (m) Wachovia shall have received all amounts owing to Wachovia from the Credit Parties in respect of the Existing Letters of Credit as of the Effective Date; and m. the Debtors (n) The Administrative Agent shall have otherwise substantially consummated received such other documents, certificates, opinions and instruments in connection with the applicable Restructuring Transactions, and all transactions contemplated hereinhereby as it shall have reasonably requested. Without limiting the generality of the provisions of Section 10.4, in a manner consistent in all respects for purposes of determining compliance with the Restructuring Support conditions specified in this Section 4.1, each Lender that has signed this Agreement and Planshall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions Precedent to the Effective Date. It shall be a condition The following are conditions precedent to the Effective Date that the following conditions shall have been satisfied or must be satisfied, waived pursuant to Article IX.B Section 8.2 hereof, or are conditions that must be satisfied substantially contemporaneous with consummation of this Planthe Restructuring Transactions, as applicable: a. (a) the Disclosure Statement Order and Confirmation Order shall have been entered by the Bankruptcy Court, each of which following documents shall be in form full force and substance reasonably satisfactory to effect substantially contemporaneous with the Required Partiesconsummation of the Restructuring Transactions, and such orders shall have become Final Orders that have not been be stayed, modified, revised, or vacated on vacated, or subject to any pending appeal; b. the Debtors , and shall not be in default under the DIP Facility or the Final DIP Order (or, have been terminated prior to the extent that the Debtors are in default on the proposed Effective Date: (a) the New Organizational Documents; (b) the Exit Facility Documents; (c) the Equity Rights Offering Documents; (d) the Management Incentive Plan; (e) the Common Equity Convenience Buyout Documents; (f) such other motions, such default shall have been waived by the DIP Lenders or cured by the Debtors in a manner consistent with the DIP Facility and the DIP Orders); c. the Plan and the Plan Supplementorders, including any exhibits, schedules, amendments, modifications, or supplements theretoagreements, and inclusive of any amendments, modifications, documentation necessary or supplements made thereto, shall have been Filed in a manner consistent in all respects with desirable to consummate and document the transactions contemplated by the Restructuring Support Agreement and otherwise reasonably acceptable to the Required Parties and any modifications made after the Confirmation Date but prior to the Effective Date shall have been made in accordance with Article X.A of this Plan; d. all conditions precedent to the issuance of the New Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred and the New Interests shall have been issued; e. the Exit Financing Documents shall have been executed and delivered by all of the Entities that are parties thereto, all conditions precedent ; (other than any conditions related to the occurrence of the Effective Dateg) to the consummation of extent not included in the Exit Financing shall have been waived or satisfied in accordance with foregoing, all financing documents needed to effectuate the terms thereofRestructuring Transactions, and the closing of the Exit Financing shall have occurred, in each case, prior to or substantially contemporaneous with the Effective Date; f. the New Organizational Documents shall have been duly filed with the applicable authorities in the relevant jurisdictions; g. (h) all governmental and other material third party approvals and consents, including the Bankruptcy Court approval, necessary customary documents delivered in connection with transactions of this type (including, without limitation, any and all other documents implementing, achieving, contemplated by or relating to the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such transactionsTransactions); h. (b) (i) the Restructuring Support Agreement shall not have validly been terminated as by any party thereto in accordance with the provisions thereof; (ii) the Restructuring Support Agreement shall not have been invalidated or deemed unenforceable by the Bankruptcy Court or any other Governmental Unit; and (iii) to all parties thereto and shall be in full force and effect and the extent not otherwise waived, there shall not be the subject of a pending motion to reject, and the Debtors shall be in compliance therewith; i. continuing any properly noticed cure period with respect to all documents and agreements necessary any event, occurrence, or condition that would permit the Required Consenting Senior Noteholders to implement terminate the Plan: Restructuring Support Agreement in accordance with its terms following the end of such cure period; (1c) all each of the conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence for consummation of the Effective Date) transactions contemplated in Section 7.1 of the Equity Rights Offering Backstop Commitment Agreement shall have been satisfied or waived pursuant to the terms of such documents or agreements; (2) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements shall have been effected or executedthe terms thereof; j. there shall be no ruling, judgment or order issued by any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; l. the Professional Fee Escrow Account shall have been established and funded with the Professional Fee Amount; and m. the Debtors shall have otherwise substantially consummated the applicable Restructuring Transactions, and all transactions contemplated herein, in a manner consistent in all respects with the Restructuring Support Agreement and Plan.

Conditions Precedent to the Effective Date. It This Agreement shall be a condition to effective and the Parties shall be bound by all its terms and conditions on the date (the “Effective Date that Date”) when the following conditions shall have been fully satisfied or waived pursuant by the Parties and a written notice to Article IX.B of this Plansuch effect has been jointly signed by them: a. the Disclosure Statement Order and Confirmation Order shall have been entered by the Bankruptcy Court, each of which shall be in form and substance reasonably satisfactory to the Required Parties, and such orders shall have become Final Orders that have not been stayed, modified, or vacated on appeal; b. the Debtors shall not be in default under the DIP Facility or the Final DIP Order (or, to the extent that the Debtors are in default on the proposed Effective Date, such default shall have been waived by the DIP Lenders or cured by the Debtors in a manner consistent with the DIP Facility and the DIP Orders); c. the Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made thereto, shall have been Filed in a manner consistent in all respects with the Restructuring Support Agreement and otherwise reasonably acceptable to the Required Parties and any modifications made after the Confirmation Date but prior to the Effective Date shall have been made in accordance with Article X.A of this Plan; d. all conditions precedent to the issuance a) Each of the New Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred and the New Interests shall have been issued; e. the Exit Financing Documents shall have been executed and delivered by all of the Entities that are parties thereto, all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Financing shall have been waived or satisfied in accordance with the terms thereof, and the closing of the Exit Financing shall have occurred, in each case, prior to or substantially contemporaneous with the Effective Date; f. the New Organizational Documents Project Agreements shall have been duly filed with signed by the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consentsparties thereto, including the Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods conditions precedent to the effectiveness of each Project Agreement shall have expired without any action being taken or threatened been satisfied. The Company shall have also delivered a true and correct copy of each Project Agreement to the Agency. (b) Certified true copies of resolutions adopted by any competent authority that would restrainthe board of directors of the Company authorizing the signing, preventdelivery, or otherwise impose materially adverse conditions on such transactions; h. the Restructuring Support and performance of this Agreement shall have been delivered to the Agency. (c) True and correct copies of the articles of incorporation and by-laws (including all amendments thereto) of the Company, certified by its corporate secretary and the SEC, shall have been delivered to the Agency. (d) All Consents that are required to have been obtained in connection with the execution, delivery, exercise of rights, and commencement of performance of this Agreement shall have been obtained and continue to be in full force and effect, including but not limited to, the Consents listed on Schedule G. (e) A certificate in a form and substance reasonably satisfactory to the Agency shall have validly terminated been issued and delivered by the Lenders to the Agency confirming that the Financing Agreements are in full force and effect and all conditions precedent under the Financing Agreements for the provision of debt financing for the Project have been satisfied. (f) True and complete printed and electronic copies of the Financial Model certified by the Lenders as part of the requirements to all parties thereto satisfy the condition described in Section 2.1(e) shall have been submitted to the Agency. (g) A certificate in a form and substance reasonably satisfactory to the Agency shall have been delivered by the Company to the Agency either proving the infusion of or expressing the commitment and undertaking of the Initial Shareholders to contribute the necessary equity into the Project and the Company. (h) The Performance Security required from the Company pursuant to Section 5.7 shall have been executed and delivered to the Agency and shall be in full force and effect and shall not be effect. (i) Certified true copies of certificates of insurance coverage evidencing compliance with the subject of a pending motion requirements for insurance needed to reject, and the Debtors shall be in compliance therewith; i. with respect to all documents and agreements necessary to implement the Plan: (1) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements; (2) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements shall have been effected or executed; j. there shall be no ruling, judgment or order issued by any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors force as of the Effective Date that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; l. the Professional Fee Escrow Account shall have been established delivered to the Agency in line with Section 10.2 and funded with Schedule E (Insurance). (j) The representations and warranties of the Professional Fee Amount; and m. Company contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Debtors Effective Date and the Agency shall have otherwise substantially consummated received a certificate to that effect dated as of the applicable Restructuring Transactions, Effective Date and all transactions contemplated hereinsigned by the corporate secretary of the Company. (k) The Agency shall have received a legal opinion from the Company’s external legal counsel, in a manner consistent form and substance reasonably acceptable to the Agency, concerning the due organization and corporate good standing of the Company and the validity and enforceability of each of the Project Agreements. (l) The Company has paid the Agency the amount of [] as reimbursement for the professional fees of the Agency’s Project transaction advisors. (m) No Legal Requirement shall have been enacted, entered, promulgated, or enforced by any Government Authority having jurisdiction over the matter that restrains, prohibits, or declares illegal the consummation of the transactions contemplated in any of the Project Agreements and no action, suit, inquiry, or proceeding shall have been instituted or threatened that seeks to restrain, prohibit, or declare illegal the consummation of the transactions contemplated by any of the Project Agreements. Each Party, through its respective corporate secretary or chief legal officer, shall issue a sworn statement to this effect. (n) Certified true copies of resolutions adopted by the governing board of the Agency authorizing the execution, delivery, and performance of this Agreement shall have been delivered to the Company. (o) The representations and warranties of the Agency contained or incorporated herein by reference shall be true and correct in all material respects with on and as of the Restructuring Support Agreement Effective Date and Planthe Company shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary or chief legal officer of the Agency. (p) The Agency shall submit to the Company a legal opinion from the Agency’s chief legal officer, in a form and substance reasonably acceptable to the Company and the Lenders, concerning the due organization and legal existence of the Agency under the laws of the Philippines and the validity and enforceability of this Agreement.

Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B X.B of this the Plan: a. 1. the Disclosure Statement Order Definitive Documents (as defined in the Restructuring Support Agreement) will contain terms and Confirmation Order conditions consistent in all material respects with the Restructuring Support Agreement and will otherwise be subject to the consent of the Requisite Creditors (such consent not to be unreasonably withheld); 2. The Bankruptcy Court shall have been entered by the Bankruptcy CourtConfirmation Order, each of which shall be in form and substance reasonably satisfactory acceptable to the Required PartiesRequisite Creditors, and such orders the Confirmation Order shall have become a Final Orders Order; provided that have not been stayedin accordance with Bankruptcy Rules 3020(e), modified6004(h), and 6006(d) (and notwithstanding any other provision of the Bankruptcy Code or vacated on appeal; b. the Debtors Bankruptcy Rules), the Confirmation Order shall not be in default under the DIP Facility or the Final DIP Order (or, to the extent that the Debtors are in default on the proposed Effective Date, such default stayed and shall have been waived by the DIP Lenders or cured by the Debtors in a manner consistent with the DIP Facility and the DIP Orders)be effective immediately upon its entry; c. 3. Each of the Plan and all documents contained in any supplement to the Plan, including the Plan Supplement, including Supplement and any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made modifications thereto, shall have been Filed executed in a manner consistent in all respects with the Restructuring Support Agreement form and otherwise substance reasonably acceptable to the Required Parties and any modifications made after the Confirmation Date but prior to the Effective Date shall have been made in accordance with Article X.A of this PlanRequisite Creditors; d. all conditions precedent to the issuance of the New Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred and the New Interests shall have been issued; e. the 4. The Exit Financing Facility Documents shall have been executed duly executed, in form and substance reasonably acceptable to the Requisite Creditors, and delivered by all of the Entities that are parties thereto, thereto and all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation effectiveness of the Exit Financing shall have been waived or satisfied in accordance with the terms thereof, and the closing of the Exit Financing shall have occurred, in each case, prior to or substantially contemporaneous with the Effective Date; f. the New Organizational Documents shall have been duly filed with the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consents, including the Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such transactions; h. the Restructuring Support Agreement shall not have validly terminated as to all parties thereto and shall be in full force and effect and shall not be the subject of a pending motion to reject, and the Debtors shall be in compliance therewith; i. with respect to all documents and agreements necessary to implement the Plan: (1) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) Facility shall have been satisfied or duly waived pursuant to the terms in writing; 5. No court of such documents competent jurisdiction or agreements; (2) such documents and agreements other competent governmental or regulatory authority shall have been tendered for delivery to the required parties issued a final and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements shall have been effected or executed; j. there shall be no ruling, judgment or non-appealable order issued by any Governmental Unit making illegal, enjoining, illegal or otherwise restricting, preventing or prohibiting prohibiting, in any material respect, the consummation of the Plan, the Restructuring Support Agreement, or any of the Restructuring Transactions contemplated thereby; 6. The Debtors shall have obtained all material authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Restructuring Transactions, unless such ruling, judgment or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there 7. The Debtors shall be no material litigation have paid all Transaction Expenses then known or investigation by any Governmental Unit involving submitted to the Debtors as of Debtors; and 8. All Allowed Professional Fee Claims shall have been paid in full or amounts sufficient to pay such Allowed Professional Fee Claims after the Effective Date that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; l. shall have been placed in the Professional Fee Escrow Account shall have been established and funded with pending approval of the Professional Fee Amount; and m. Claims by the Debtors shall have otherwise substantially consummated the applicable Restructuring Transactions, and all transactions contemplated herein, in a manner consistent in all respects with the Restructuring Support Agreement and PlanBankruptcy Court.

Conditions Precedent to the Effective Date. It This Agreement shall be a condition to effective and the Parties shall be bound by all its terms and conditions on the date (the “Effective Date that Date”) when the following conditions shall have been fully satisfied or waived pursuant by the Parties and a written notice to Article IX.B of this Plansuch effect has been jointly signed by them: a. the Disclosure Statement Order and Confirmation Order shall have been entered by the Bankruptcy Court, each of which shall be in form and substance reasonably satisfactory to the Required Parties, and such orders shall have become Final Orders that have not been stayed, modified, or vacated on appeal; b. the Debtors shall not be in default under the DIP Facility or the Final DIP Order (or, to the extent that the Debtors are in default on the proposed Effective Date, such default shall have been waived by the DIP Lenders or cured by the Debtors in a manner consistent with the DIP Facility and the DIP Orders); c. the Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made thereto, shall have been Filed in a manner consistent in all respects with the Restructuring Support Agreement and otherwise reasonably acceptable to the Required Parties and any modifications made after the Confirmation Date but prior to the Effective Date shall have been made in accordance with Article X.A of this Plan; d. all conditions precedent to the issuance a) Each of the New Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred and the New Interests shall have been issued; e. the Exit Financing Documents shall have been executed and delivered by all of the Entities that are parties thereto, all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Financing shall have been waived or satisfied in accordance with the terms thereof, and the closing of the Exit Financing shall have occurred, in each case, prior to or substantially contemporaneous with the Effective Date; f. the New Organizational Documents Project Agreements shall have been duly filed with signed by the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consentsparties thereto, including the Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods conditions precedent to the effectiveness of each Project Agreement shall have expired without any action being taken or threatened been satisfied. The Company shall have also delivered a true and correct copy of each Project Agreement to the LGU. (b) Certified true copies of resolutions adopted by any competent authority that would restrainthe board of directors of the Company authorizing the signing, preventdelivery, or otherwise impose materially adverse conditions on such transactions; h. the Restructuring Support and performance of this Agreement shall have been delivered to the LGU. (c) True and correct copies of the articles of incorporation and by-laws (including all amendments thereto) of the Company, certified by its corporate secretary and the SEC, shall have been delivered to the LGU. (d) All Consents that are required to have been obtained in connection with the execution, delivery, exercise of rights, and commencement of performance of this Agreement shall have been obtained and continue to be in full force and effect, including but not limited to, the Consents listed on Schedule H (Consents). (e) A certificate in a form and substance reasonably satisfactory to the LGU shall have validly terminated been issued and delivered by the Lenders to the LGU confirming that the Financing Agreements are in full force and effect and all conditions precedent under the Financing Agreements for the provision of debt financing for the Project have been satisfied. (f) True and complete printed and electronic copies of the Financial Model certified by the Lenders as part of the requirements to all parties thereto satisfy the condition described in Section 2.1(e) shall have been submitted to the LGU. (g) A certificate in a form and substance reasonably satisfactory to the LGU shall have been delivered by the Company to the LGU either proving the infusion of or expressing the commitment and undertaking of the Initial Shareholders to contribute the necessary equity into the Project and the Company. (h) A true and complete copy, certified by the corporate secretary of the Company, of the unconditional notice to proceed issued by the Company to the EPC Contractor authorizing and directing the EPC Contractor to start work under the EPC Contract. (i) The Performance Security required from the Company pursuant to Section 5.7 shall have been executed and delivered to the LGU and shall be in full force and effect and shall not be effect. (j) Certified true copies of certificates of insurance coverage evidencing compliance with the subject of a pending motion requirements for insurance needed to reject, and the Debtors shall be in compliance therewith; i. with respect to all documents and agreements necessary to implement the Plan: (1) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements; (2) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements shall have been effected or executed; j. there shall be no ruling, judgment or order issued by any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors force as of the Effective Date that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; l. the Professional Fee Escrow Account shall have been established delivered to the LGU in line with Section 10.2 and funded with Schedule E (Insurance). (k) The representations and warranties of the Professional Fee Amount; and m. Company contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Debtors Effective Date and the LGU shall have otherwise substantially consummated received a certificate to that effect dated as of the applicable Restructuring Transactions, Effective Date and all transactions contemplated hereinsigned by the corporate secretary of the Company. (l) The LGU shall have received a legal opinion from the Company’s external legal counsel, in a manner consistent form and substance reasonably acceptable to the LGU, concerning the due organization and corporate good standing of the Company and the validity and enforceability of each of the Project Agreements. (m) The Company has paid the LGU the amount of [] as reimbursement for the professional fees of the LGU’s Project transaction advisors. (n) No Legal Requirement shall have been enacted, entered, promulgated, or enforced by any Government Authority having jurisdiction over the matter that restrains, prohibits, or declares illegal the consummation of the transactions contemplated in any of the Project Agreements and no action, suit, inquiry, or proceeding shall have been instituted or threatened that seeks to restrain, prohibit, or declare illegal the consummation of the transactions contemplated by any of the Project Agreements. Each Party, through its respective corporate secretary or chief legal officer, shall issue a sworn statement to this effect. (o) Certified true copies of resolutions adopted by the governing board of the LGU authorizing the execution, delivery, and performance of this Agreement shall have been delivered to the Company. (p) The LGU shall have obtained all land rights and rights-of-way in respect of the Site in such form and substance sufficient to build and operate the Facilities and complete the Project, and shall have legal, peaceful and unencumbered use and possession of and access to the Site. (q) The representations and warranties of the LGU contained or incorporated herein by reference shall be true and correct in all material respects with on and as of the Restructuring Support Agreement Effective Date and Planthe Company shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary or chief legal officer of the LGU. (r) The LGU shall submit to the Company a legal opinion from the LGU’s chief legal officer, in a form and substance reasonably acceptable to the Company and the Lenders, concerning the due organization and legal existence of the LGU under the laws of the Philippines and the validity and enforceability of this Agreement.

Conditions Precedent to the Effective Date. It The obligations of the Tranche 1 Lenders to make Loans and of the Issuing Banks to issue Letters of Credit shall be a condition to not become effective until the date (the "Effective Date that Date") on which each of the following conditions is satisfied (or waived in accordance with SECTION 12.5): (a) On the Effective Date, (i) IPC Holdings, IPCRe Limited, the Administrative Agent and each Lender shall have executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and IPC Holdings and shall have delivered (or transmitted by telecopy followed promptly by originals) the same to the Administrative Agent at its Payment Office; and (ii) there shall have been satisfied delivered to the Administrative Agent for the account of each Lender that has requested the same the appropriate Note or waived pursuant to Article IX.B of this Plan:Notes, executed by IPC Holdings, in each case, in the amount, maturity and as otherwise provided herein; a. (b) On the Disclosure Statement Order and Confirmation Order Effective Date, the Administrative Agent shall have been entered by the Bankruptcy Courtreceived (i) an opinion, each of which shall be in form and substance reasonably satisfactory to the Required PartiesAdministrative Agent, addressed to the Administrative Agent and such orders each of the Lenders and dated the Effective Date, from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to IPC Holdings and IPCRe Limited, which opinion shall cover the matters contained in EXHIBIT G-1, (ii) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Effective Date, from ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, special Bermuda counsel to IPC Holdings and IPCRe Limited, which opinion shall cover the matters contained in EXHIBIT G-2 and (iii) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Effective Date, from A&L Goodbody, special Irish counsel to IPC Holdings and IPCRe Limited, which opinion shall cover the matters contained in EXHIBIT G-3; (c) On the Effective Date, the Administrative Agent shall have become Final Orders received a certificate, signed by an Authorized Officer of IPC Holdings and IPCRe Limited, in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of such Credit Party contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Effective Date (except representations and warranties which relate solely to a specific earlier date, which shall have not been stayedtrue and correct in all material respects as of such earlier date), modified, or vacated on appeal; b. the Debtors shall not be in default under the DIP Facility or the Final DIP Order (ii) there are no material insurance regulatory proceedings pending or, to the extent that knowledge of such Authorized Officer, threatened against IPC Holdings or any Insurance Subsidiary in any jurisdiction; (iii) no Default or Event of Default exists as of the Debtors are in default on Effective Date; and (iv) there has not occurred since December 31, 2005 any Material Adverse Effect; (d) On the proposed Effective Date, such default the Administrative Agent shall have been waived received a certificate of the secretary or an assistant secretary of IPC Holdings and IPCRe Limited, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the certificate of incorporation, memorandum of association and all amendments thereto of such Credit Party, certified as of a recent date by the DIP Lenders Registrar of Companies for the Bermuda Ministry of Finance, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bye-laws or cured similar governing document of such Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the Debtors board of directors (or similar governing body) of such Credit Party authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Agreement or any of the other Credit Documents, and attaching all such copies of the documents described above; (e) On or prior to the Effective Date, the Administrative Agent shall have received counterparts of the Security Agreement executed by IPCRe Limited, together with: (i) all documents and instruments required by law in each applicable jurisdiction or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; (ii) results of a manner consistent recent search of the filings made with respect to each Account Party in Bermuda and Ireland, and copies of the financing statements or other documents disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements or such other documents are permitted by the Credit Documents or have been released; and (iii) for each Custodial Account, a Custodian's Undertaking with the DIP Facility and applicable Custodian in the DIP Ordersform specified in Schedule 2 to the Security Agreement (appropriately completed); c. the Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made thereto, shall have been Filed in a manner consistent in all respects with the Restructuring Support Agreement and otherwise such changes thereto as may be reasonably acceptable to the Required Parties Administrative Agent and any modifications made after the Confirmation Date but prior to the Effective Date each such Custodian's Undertaking shall have been made in accordance with Article X.A of this Plan; d. all conditions precedent to the issuance of the New Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred and the New Interests shall have been issued; e. the Exit Financing Documents shall have been executed and delivered by all of the Entities that are parties thereto, all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Financing shall have been waived or satisfied in accordance with the terms thereof, and the closing of the Exit Financing shall have occurred, in each case, prior to or substantially contemporaneous with the Effective Date; f. the New Organizational Documents shall have been duly filed with the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consents, including the Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect; (f) All approvals, permits and consents of any Governmental Authorities (including, without limitation, all relevant Insurance Regulatory Authorities) or other Persons, if any, required in connection with the execution and delivery of this Agreement and the other Credit Documents and the consummation of the transactions contemplated hereby and thereby shall have been obtained (without the imposition of restrictions or conditions that are materially adverse to the Administrative Agent, the Fronting Bank or the Lenders with respect to the transactions contemplated hereby), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any competent authority that would Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted or threatened, and no order, injunction or decree shall have been entered by, any Governmental Authority, in each case to enjoin, restrain, preventrestrict, set aside or prohibit, or otherwise impose materially adverse conditions on such transactions; h. the Restructuring Support Agreement shall not have validly terminated as to all parties thereto and shall be in full force and effect and shall not be the subject of a pending motion to rejectupon, and the Debtors shall be in compliance therewith; i. with respect to all documents and agreements necessary to implement the Plan: (1) all conditions precedent to such documents and agreements (other than this Agreement, any conditions precedent related to the occurrence of the Effective Date) shall have been satisfied other Credit Documents or waived pursuant to the terms of such documents or agreements; (2) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements shall have been effected or executed; j. there shall be no ruling, judgment or order issued by any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment transactions contemplated hereby or order has been stayed, reversed or vacated within three (3) Business Days after such issuancethereby; k. (g) Since December 31, 2005, there has not occurred any Material Adverse Effect; (h) On the Effective Date, there shall exist no Default or Event of Default, and all representations and warranties made by each Credit Party contained herein or in any other Credit Document shall be no true and correct in all material litigation respects (it being understood and agreed that any representation or investigation warranty which by any Governmental Unit involving the Debtors its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (i) IPC Holdings shall have paid (i) to Wachovia Capital Markets, LLC and Wachovia, the fees specified in the Fee Letter to be paid to them on the Effective Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letter, and (iii) all other fees and reasonable expenses of the Joint Lead Arrangers, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Effective Date that has had(including, or would reasonably be expected without limitation, legal fees and expenses) in connection with this Agreement and the transactions contemplated hereby; (j) IPC Holdings shall have delivered a Compliance Certificate calculated on a pro forma basis as of December 31, 2005 after giving effect to have, a Material Adverse Effect on the business, financial condition or results of operations making of the Reorganized Debtors, taken as a wholeinitial Credit Extensions (if any); l. the Professional Fee Escrow Account (k) The Administrative Agent shall have been established received satisfactory confirmation from A.M. Best Company that the current financial strength rating of IPCRe Limited and funded with IPCRe Europe Limited is "A-" or better; (l) The Administrative Agent shall have received an Account Designation Letter from an Authorized Officer of IPC Holdings; (m) IPC Holdings shall have furnished copies of the Professional Fee Amountfinancial statements referred to in SECTION 6.12; (n) All principal, interest and other amounts outstanding under the Credit Agreement, dated as of July 1, 2003, among IPCRe Limited, the lenders named therein and JPMorgan Chase Bank, N.A., as successor to Bank One, NA, as agent (collectively, the "IPCRe Facility"), shall be repaid and satisfied in full and all guarantees relating thereto extinguished, (ii) all commitments to extend credit under the agreements and instruments relating to the IPCRe Facility shall be terminated, and (iii) any Liens securing the IPCRe Facility shall be released and any related filings (including UCC filings) terminated of record (or arrangements satisfactory to the Administrative Agent made therefor); and the Administrative Agent shall have received evidence of the foregoing satisfactory to it; and m. the Debtors (o) The Administrative Agent shall have otherwise substantially consummated received such other documents, certificates, opinions and instruments in connection with the applicable Restructuring Transactions, and all transactions contemplated hereinhereby as it shall have reasonably requested. Without limiting the generality of the provisions of SECTION 11.4, in a manner consistent in all respects for purposes of determining compliance with the Restructuring Support conditions specified in this SECTION 5.1, each Lender that has signed this Agreement and Planshall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.